Here Is Gone
by Karashi
Summary: A remake of the episode "Kevin 11" involving Gwen being the bearer of the Omnitrix. There will be much Gwevin in this, as if that wasn't expected of me X3
1. Modern Way

**Disclaimers:**

Ben 10 and its respective characters belong to Man of Action.

**Author's Notes:**

This would be my second "What If" fic, and as you can probably guess if you read the first one that I like to play around with the episodes involving Kevin and Gwen. Well, this fic is something of a remake of the episode "Kevin 11." This fic assumes that is has _always_ been Gwen who first found the Omnitrix, unlike the "Gwen 10" episode wherein Ben was aware of how he used to be the one who wore the watch.

--

**Part One: Modern Way**

"Wow! This hotel has everything. An indoor pool, a full day spa." Gwen declared in glee as she read the brochure.

"Now don't get too used to this, it's only for one night." Her grandfather Max cheerfully reminded her as he checked them in.

Gwen didn't let this fact bother her, even with the strange watch permanently fused to her wrist she was still just an ordinary girl. Albeit one that could transform into one of ten alien species at a time. She'll take one night of comfort and luxury over none at all.

Her cousin Ben, on the other hand, didn't look as thrilled. He leaned against the counter, sulking that there wouldn't be anything for him to do aside from hang out with his cousin. He was still harboring feelings of jealousy that Gwen found the device first and had the luck of turning into these cool creatures. His only consolation was that Gwen let him name the aliens since she couldn't come up with any that didn't reek of lame.

It was then the brown-haired Tennyson spotted the cordoned off room where a large, glossy placard depicting an armored Sumo hung beside it.

"No way! It's the new Sumo Slammer game!" He grinned and was instantly heading for it. Only to be stopped by a large security guard. Naturally he was denied entry and the young boy surly returned to where his cousin and grandfather waited.

"I know what you're thinking Ben. No sneaking in to play that game." Max warned as he picked up their luggage.

"Not like I could anyway." He muttered, before eyeing his cousin hopefully. "Unless you help me."

"Yeah right Ben, like I'd really use the watch to help you play some lame videogame." Gwen snorted.

"Aw, come on. I'll owe you like forever! I'll do all your chores for the rest of the summer if you can just get me in that room." He pleaded, despite knowing full well Gwen would do nothing of the sort.

"Ben, that's enough." Max stated sternly as they got into the elevator. "Now I'm sure you can find something else to do while we're here."

"Like what? Die from boredom? This is so unfair!" Ben muttered beneath his breath. The panel on the elevator indicated they had arrived at their floor and all three got out. Gwen was busying herself with planning the rest of her day, though her cousin's grumbles made it difficult to concentrate. She opted to just sneak a glare at him every now and again as they walked down the carpeted hallway leading to their rooms.

Max surprised the cousins by giving Gwen a room to herself.

"Hey, how come she gets to have a room all by herself?" Ben frowned.

"Because I'm a girl, doofus." She stuck her tongue out before smiling sweetly at Max, "Thanks grandpa."

"Come on, Ben. I'll let you choose which bed you want." The older Tennyson chuckled as he ushered the fuming ten-year-old into the room. Originally the room was meant to have been Max's but the retired man figured Gwen deserved a little reward for doing a good job with whole the hero thing.

And not misusing the watch. At least not as often as he thought she would be.

While Gwen enjoyed seeing her cousin miserable, she wasn't _entirely_ heartless. She decided to treat Ben to a game or two at the arcade they had passed a few blocks away. Even if this meant cutting into her spa time, Gwen felt it would be in her best interest. The arcade would distract him long enough to prevent him from coming up with pranks to play on her. Not to mention keep Ben from finding someway to get into trouble and that she'd have to bail him out of.

Like always.

That's what the watch seemed to be for anyway, apart from saving the day Gwen found herself going alien to get her cousin out of whatever mess he had gotten into. And the occasional payback whenever she felt Ben had gone too far with his jokes. Sometimes, she wondered what it would have been like if Ben had found the watch and she'd quickly push that notion aside with a terrified shudder.

--

"I thought you hated videogames." Ben asked as they strolled down the street.

"I do." She grinned, determined not to let Ben or his suspicion get her down. "But the spa was fully booked until later and the pool was full of toddlers you can't really swim in it. Besides, someone's got to make sure you don't get into trouble."

"So why did you tell me some of the games were on you?" He continued, holding out the few bills and change she had given him when she suggested they hit the arcade.

"Just because you're a cheapskate doesn't mean I am. I mean, we're cousins, not twins. Though technically being twins doesn't necessarily mean we'd be exactly alike in personality or-"

"Thank you, Professor Geekette." Ben interrupted hastily as he made a face, "It's Summer, I'm trying to avoid learning anything here."

Gwen rolled her eyes and felt her stomach groan in dread at the sight of the arcade looming before them. She didn't like places like this, then again who could blame her? Poor lighting, poor hygiene, and chances are there were no other girls in sight. She only hoped there were some games she'd find interesting that didn't involve blowing up aliens. Having been ten of them, she sort of empathized more with the aliens than the person shooting.

Ben had gone ahead of her, not that she had expected anything less.

With a sigh, Gwen purchased a few tokens in order to justify her presence. Last thing she wanted was to be asked to leave because she was loitering around. Clearly the red-head knew nothing about arcades, otherwise she would have known hanging out was what one does at such establishments.

By the time she found her cousin, Ben had made a new friend.

Everything about the pale, dark-haired boy raised red-flags in Gwen's mind and it had little to do with how he had managed to get the machine to spit out all its tokens. His stance, defiant and smug, clearly someone who answered to no one but himself. His smirk, sharp and wolfish, both a warning and a challenge. And his eyes, egad those eyes, they glittered with danger and knowledge that Gwen had never seen in one as young as he was.

"We can't take those, they're not ours." Gwen scolded as Ben bent down to pick up a handful.

"They are now." He grinned, "Thanks, I'm Ben and the nag over there's my cousin Gwen."

"Kevin." The other boy responded before setting his earth-hued eyes at Gwen.

Gwen glared daggers at her cousin as she folded her arms across her chest, so much for keeping Ben out of mischief.

"Want to play some air hockey?" Ben offered.

And to Gwen's relief, Kevin declined before walking away. "Nah, gotta bail."

"He's total trouble." Gwen frowned.

"He seemed okay to me." Her cousin shrugged.

Before they could continue their discussion, both Tennysons were roughly shoved aside by a group of older punks. The cousins watched as Kevin was surrounded and typical of Ben, the brunette stepped in to help without thinking things through.

"Need some help?" Ben glanced to Kevin as he slipped into the circle.

The gang just laughed as one of them easily picked Ben up by his collar, "You a freak like him too?"

_If these guys don't kill you Ben,_ I _will._ Gwen grit her teeth in frustration as she quietly hid behind a row of machines. Twisting the dial on the Omnitrix, the red-head activated the watch. Energy coursed through her body as her skin darkened to the hue of obsidian and venom green markings snaked across her until she was Upgrade. While the notion of turning into one of the more muscular aliens to smack some manners into the thugs was appealing, Gwen opted to go for a more stealthy approach. The fewer people aware of her alien forms, the better.

Merging with the machine closest to the group, Gwen proceeded to rain a hail of tokens at the teens. She was careful not to hit Kevin or Ben, well Kevin mostly as she felt justified in giving Ben a few shots to teach him a lesson. She had to merge with a few more games before the gang would leave.

A flash of red light later and Gwen appeared, holding the plug of the last unit she used. Noticing what she held, she quickly tossed it away. "Boy, when they said play at your own risk they _really_ meant it."

"What the heck just happened?" Kevin asked as he eyed the ridiculously oversized watch the red-head wore. It had the same emblem the machines had when they began to spit out the shower of tokens.

"Ah, that's just Upgrade showing those losers a thing or two." Ben grinned, "Right Gwen?"

"Upgrade?" Kevin echoed, brow quirked in curiosity.

"Yeah, see Upgrade and I are tight friends and so's Gwen I guess. Well she's really-"

"Okay Ben, no need to bore Kevin with your silly friends. Let's just get out of here before those guys come back." Gwen quickly cut in and started to drag her cousin outside.

"But Gwen!" Ben protested, digging his heels into the ground, "Kevin's got powers too!"

"Not the point, Ben." She hissed, "What part of keeping the watch and the aliens in it a secret don't you understand?"

"What I don't understand is why you don't use that thing for more fun stuff! Like helping me sneak in to play the new Sumo Slammer game in the hotel." Ben huffed, "It's not fair you got the cool alien stuff and a room all to yourself."

Gwen began to open her mouth to argue when Kevin cut into their argument. "Am I interrupting something?"

"It's nothing. Just family stuff." Gwen sighed. She was grateful Kevin had nipped the argument in the bud. It seemed all she and Ben ever did was bicker and fight. Today was supposed to be a day of relaxation and pampering. Why'd she have to be so responsible and keep Ben out of trouble? Sometimes she wondered what it would be like to be the trouble maker, though she reasoned if she was any good at it she might have been one.

It was definitely a burden to have maturity and responsibility come so naturally.

"Hey since I didn't get a chance to thank that Upgrade person, why don't I thank you two instead?" Kevin offered.

"Sure, what did you have in mind?" Ben asked eagerly.

"Why don't I give you two a tour of New York?" the dark-haired boy suggested with a strange, calculating twinkle in his eye.

Ben seemed oblivious to it. He was awe-struck at Kevin's powers and was certainly looking forward to hanging out with the polar opposite of his boring, geeky cousin who was in no means cool even _with_ the Omnitrix on her wrist.

Gwen, on the other hand, saw the gleam and knew she couldn't leave Ben despite wanting to just go back to the hotel. What if they ran into those thugs again? She was definitely starting to get annoyed at having to be the responsible one. Still, Gwen had to admit a tour of New York did sound promising, who knows Kevin might prove himself to be fun.

"Sure, but can we stop by someplace to eat first?" Gwen requested as going alien had a tendency to leave her a tad hungry.

"I know a great place." Kevin seemed especially happy that she was coming along. Though it would much later that the Tennysons would learn why.


	2. That Thing You Do

**Part Two: That Thing You Do**

Kevin couldn't believe he was enjoying himself as he played tour guide for the two cousins. It was actually fun having someone listen to him and follow him because they wanted to and not because they were out to settle a score or were scared of him. And he had to admit, he was curious about them.

It was obvious the two younger kids were keeping a secret. Well, at least Gwen was. The red-head was certainly being tight lipped about something. Ben, Kevin saw, was less adept at secrecy. It would be a simple matter to get the brunette to let the cat out of the bag but the older boy found he preferred a challenge.

Whatever this secret was, he wanted to hear it from Gwen because that would be so much more satisfying.

She wasn't going to trust him at the drop of a hat, not like his cousin. It took two landmarks and an ice cream stand before she would stop staring at him like he was going to make off with their wallets. When she relaxed her guard, Kevin found she was less uptight and far more generous with her conversation and her smiles.

It had been years since anyone smiled at him without having an ulterior motive, let alone a girl. But he also saw she wasn't the typical, sweet, girly-girl. Whenever Gwen and Ben started bickering, she became quite a spitfire and didn't know how to back down. He had to admit, she was the kind of girl who didn't take things lying down.

"Why did those guys at the arcade corner you?" Ben wondered as they passed by another gaming establishment.

Kevin could have told them the truth. That he thought trashing the gang's hangout under the bridge seemed like a good idea at the time. But that would make Gwen suspicious of him again and Kevin really didn't want the hassle of getting her to relax the second time around. Besides, he found he rather liked it when she smiled at him when they spoke.

"They just don't like freaks." He replied. It wasn't an entire lie since the gang wasn't very kind to individuals with unique abilities.

Kevin decided to change topics.

"That's a cool-looking watch you got there." he remarked; pointing to the device strapped on the Gwen's wrist.

"Um, th-thanks." She smiled uneasily before shooting a warning glare at her cousin. And Kevin knew whatever it was she didn't want him to know had everything to do with that strange watch.

"So what's it do?" He pressed. "I mean, I don't see hands on it or any numbers. How's it tell time?"

"I can't explain it myself actually as I just got it at the start of our vacation. Anyway, aren't you going to show us the infamous Central Park?" She hastily changed subjects.

"Central Park? What, you looking to get mugged?" Kevin snickered, "Don't worry, I know a short cut."

"Hey, Kevin how'd you get your powers?" Ben piped up.

"I was born with them. I'm like an energy sponge, soak it up and dish it out when I have to." he explained to Ben before giving Gwen a sly smile, "Or want to."

Kevin would never know the red-head felt her skin prickle when his eyes met hers. It would never occur to him to ask and it would never cross her mind to tell him. He led them along streets and down a stairwell into an old abandoned subway tunnel.

"Whoa, what is this place?" Ben asked as he stared at the strange surroundings.

"Oh, it's my home."

"You live here?" Gwen blinked in dismay. "But what about your parents?"

"Long gone." Kevin shrugged as if it didn't matter to him. He'd gotten used to living on his own. Though sometimes when the night was especially cold, the rage of being abandoned was the only thing that kept Kevin warm. "They didn't like having a freak for a son."

"Whoa, dude that's harsh." Ben stated.

"Harsh? That's downright terrible of them!" Gwen sounded angry, furious even.

Kevin quirked a curious brow at her, was she trying to be nice or was she sincerely empathizing with him? Again their eyes met and Kevin noticed how she quickly looked away.

"I don't think you're a freak," She told him quietly, gaze downcast at her feet. A pale scarlet started to paint across her face before she added, "And n-neither does Ben!"

"Yeah, you're totally not." The brunette nodded, "Now Gwen on the other hand, I'm not sure about her."

"Shut up, doofus!" She hotly snapped.

"Thanks, I think? Anyway, come on, we can get to Central Park through this way." He motioned. He could hear the two cousins whispering about something as they followed him. It was nothing distinct, just muffled sounds and heated hisses.

As they emerged, Kevin pointed towards an alley. "We just need to go through there and a few more blocks and we'll be at Central Park."

But when walked into the stretch of street, who should they find lurking in the shadows but the same gang from the arcade?

"Uh oh." Kevin immediately did an about face and saw they were surrounded. Ben and Gwen had instinctively moved in closer to Kevin, though it seemed like Gwen was trying to shield both her cousin and the dark-haired boy.

"Well lookie here." The punk sporting blue pigtails snarled, "Guess it's time for payback."

The other thugs winced at the unintended pun, recalling the token-shower they had taken earlier that day.

Kevin clenched his fist, there wasn't much juice left in him but it might be enough to clear a way for them.

"When I give the signal, we run." The dark-haired boy whispered to the cousins.

"Gotcha." Ben nodded.

"What signal?" Gwen blinked.

"This!" Kevin declared and electricity shot out of his palms right into the body of the largest punk. What he did next Kevin would justify as Ben seeming like a much faster runner than his cousin. After all, if the brunette got into a lot of scrapes for blindly getting into things, he would also know how to run pretty damn fast to get away.

Gwen, on the other hand, seemed like the kind of girl who got into trouble because of someone else. Left to her own devices she most likely would have had a quiet, if not boring, time and would therefore have fewer opportunities to develop her fight or flight response.

It had nothing to do with how he still believed -somewhere _deep_ down inside him- that it was still a guy's job to take care of girls. And it most certainly had nothing to do with the fact he had a valid, air-tight excuse to see if her skin was as soft as it looked.

At least that was he told himself when he grabbed Gwen by the wrist and broke into a run.

He felt her stumble at first but eventually managed to regain her balance and even keep up with him. He had to admit he didn't think she could and was mildly impressed but he wasn't going to tell her that.

"Wait! Kevin! They got Ben!" She cried; bright, emerald eyes wide in fear and concern.

He glanced back and saw the faux-hawked thug held a struggling Ben by the scruff of his shirt.

"We can't go back, they'll kill us!" Kevin reasoned. He expected Gwen to demand they go back for her cousin, that they had to do the right thing and all that righteous crap he kept getting from others.

Instead she asked "Can you keep a secret?"

Kevin pulled her around the corner and stared, "What?"

"I said can you keep a secret?" Her lips were pressed into a tight line.

Heavy, boot-clad footsteps were drawing closer.

"Sure, I guess?" He nodded, completely confused at the look of relief on Gwen's face. And that's when he watched her twisting the dials on the watch. The face popped up, panels glowing as green as her eyes before she slammed her palm down on it.

And well, the transformation she made was nothing short of unbelievable.

Her skin had taken a deep crimson hue and she had grown taller, _much_ taller. That was not all that grew as she now had an extra set of arms and eyes.

"Fourarms?" She frowned in distaste, her voice a far cry from the pitch she normally spoke with. "I was hoping for XLR8, why don't you work now of all times?"

"Whoa, how'd you do that?"

"I'll explain later, I gotta go save Ben." She rounded the corner and proceeded to take out the gang. Kevin followed to watch as she used small, precise blows to render the leather-clad thugs unconscious. Until only the one holding Ben aloft remained standing, staring in shock and disbelief at the sight of the bizarre-looking _thing_ that made short work of his friends.

"Drop the boy and I'll go easy on you." Gwen offered generously.

"Hey! We're the same age!" Ben growled, legs trying to kick at his captor.

"Fine, drop the dweeb and I'll go easy on you." She smirked.

The thug hurled Ben at the four-armed creature before turning tail. Gwen easily caught her cousin and set him down just as the emblem on her shirt began to beep red. In a bright crimson flash, Gwen was normal again.

"He's getting away!" Ben pointed out.

"Let him run, Ben. I don't think any of them will be messing with us again anytime soon." She grinned triumphantly as she stood over the groaning teens.

"Sweet moves you got there." Kevin noted, absently leaning against a lamppost while draining it of electricity.

"Thanks, I knew switching from the gymnastics team to Jiu Jitsu club was a smart move." Gwen was feeling quite proud of herself. So much so that she hadn't noticed the thug that fled was suddenly looming behind her. His arms were raised, hands gripped tightly around a crowbar.

"One freak after another, I have had it!" he snarled.

Gwen let out a small yelp of surprise mixed with fear as she spun to face him. Instinctively she crouched down, hands raised to shield herself to somehow block the pain that was to come. Her palms pressed against dark fabric as a pale arm encircled her protectively.

She felt her hair stand on end, heard the crackle of electricity as Kevin shot out lightning from his bare hands. A series of screams later, the faux-hawked teen was an amazingly realistic imitation of a thanksgiving turkey. Particularly the kind that had been left in the oven for an hour or two too long.

Gwen suppressed a squeak as the punk toppled backwards, ash and soot flaking off as he fell.

"You alright?" Ben asked as he rushed up to his cousin.

"Y-yeah." Gwen nodded shakily before facing Kevin. "Thanks for saving me."

"Nah, it was no big deal." He grinned, if this didn't get Gwen to trust him, he didn't know what would. "That's one cool watch you got."

"Can we tell him _now_, Gwen?" Ben stared at his cousin, as if the effort of keeping the Omnitrix a secret was going to make him explode.

"Yeah, it's not like we can pretend this all just didn't happen." She chuckled.

Gwen explained, with much interruption and side comments from Ben, about how she found the watch, how it was permanently fused to her wrist and how she could turn into ten different aliens.

"So those arcade games going crazy. That was you?" the dark-haired boy chuckled in amazement.

"She can pretty much do anything with it as long as it's not _anything fun_." Ben made a face.

"Hey what about that time I cleaned the RV with XLR8?" She countered, swatting at her cousin.

"Oh right like chores are totally fun. See what I have to put up with?" Ben gestured to Gwen.

"See what _I_ have to put up with?" Gwen did the same thing.

"Actually I kinda agree with Ben." Kevin shrugged.

"Why am I not surprised?" the red-head rolled her eyes in disappointment.

"I mean think about it Gwen. You could get whatever you wanted whenever you wanted them. You didn't have to hide or run away because you can totally kick butt!" The possibilities of having such a thing seemed endless for Kevin.

"It's not a toy." She stated flatly, "And sure it'd be cool if I could go alien and get whatever I wanted. But the more I use it, the more bad guys who want to get their hands on it appear."

It was obvious to Kevin that Gwen knew her priorities. If it had been her cousin wearing the watch, well, getting Ben to go along with any of his plans would be cake. Ben reminded Kevin of himself, albeit a way less cooler version of him. The red-head on the other hand, Kevin knew he'd had to be careful in handling her even if she pretty much trusted him. Having saved her and all.

From the way Ben spoke and acted around Gwen, Kevin saw directly appealing to her inner child didn't work. If any it only strengthened her resolve that she was doing the right thing. All he had to do was figure out a way to convince her to use the watch for personal gain and see how far she'd be willing to go.

Kevin grinned inwardly. He always did love a challenge.


	3. Wishful Thinking

**Chapter Three: Wishful Thinking**

"You two still up for Central Park?" Kevin asked.

"I'd really like to hit the spa back at the hotel. I think they'll have an available slot for me by now." The red-head replied. Gwen had far too much excitement, if that was what you could call being attacked twice in the same day by the same group of thugs. All she really wanted to do was sit back and relax in the salon. Maybe have a facial and a manicure if she had the time, goodness knows going Fourarms was murder on the nails.

"Gwen was the one who wanted to go anyway." Ben shrugged. Though he wanted to explore New York some more, even he had to admit they just had a close call. It was better they not press their luck.

"So what hotel are you two staying at?" The pale boy turned towards the streets, face a careful mask.

Gwen noted the expression on Kevin's face or rather the lack thereof. She hoped he didn't think they were trying to ditch him. The young girl withdrew the keycard to her room and read aloud the logo embossed on the surface.

"Yeah I know where that is, it's this way." the dark-haired boy motioned.

The cousins stared at each other and despite their constant arguments they sometimes had their rare moments of understanding.

"Um, Kevin," It was Gwen who spoke up as they caught up to him, "Want to have dinner with us? I'm sure Grandpa Max wouldn't mind you joining us since you saved us and all."

He narrowed his eyes at them. "There's no catch to this, is there?"

"No, no catch!" Ben assured him.

The older boy mulled it over for a few moments before breaking out into a grin. "I haven't had a good meal in a while. What the heck. Sure."

"Awesome!" Gwen beamed and with no other reason than to show how happy she was, she linked her arm with her cousin and Kevin's.

Ben yanked himself away while making a disgusted face. "Ewww, gross! Keep your cooties to yourself, Gwen."

Gwen shot her cousin a dirty glare and turned to Kevin, half-expecting him to pull away as well. To her surprise (and secret delight) the older boy just shrugged and kept his arm where it was. She felt the faint flutter of wings in her stomach but dismissed it. She was just grateful to him after all he _had_ kept her from getting seriously injured.

The trio walked towards the hotel and halfway there Kevin suggested "Tell me about your Grandpa Max."

By all means it sounded like he was just nervous about meeting the older Tennyson. Gwen found it sweet that Kevin was worried about making a good impression. Ben saw this as an opportunity to get the dark-haired boy comfortable with them.

How would either Tennyson know Kevin had other reasons for asking? If he was going to get his hands on the watch, the dark-haired boy needed to know if he had other obstacles apart from Gwen's righteous tendencies.

"You'll like Grandpa Max." Gwen beamed. "He may have bad taste in clothes and music and knows a lot of boring stories about the old days, but he's fair and funny most of the time."

"Yeah, even if Gwen totally takes after him with the rule following bit, Grandpa's pretty cool." Ben agreed.

"Just don't ask him to cook anything." The cousins added together in grim warning.

As he took in the information to continue with his plotting, Kevin found himself smiling at the cousins. Not a sneer, not a smirk, but an honest to goodness _smile._ The two younger kids were laying it on pretty thick, which the dark-haired boy found both weird and flattering. Someone actually wanted him around even if he had these powers.

His eyes rested absently on Gwen's arm linked with his and he reasoned that was merely studying the watch whose faceplate was an unlit red. In no way would he ever admit he was noting how snugly the crook of her elbow fit with his own.

Then the hotel came into view and the building reminded Kevin they were only here on vacation. That they would leave him behind just like everyone else. Before his thoughts could darken further, he felt Gwen tug him past the doors and towards the elevators.

"Grandpa's probably napping in his room." Gwen explained.

Ben gave a wistful sigh as he stopped to stare at the room filled with the sounds of electronic beeping and synthesized battle cries. "Pleeeeeease Gwen? It won't take me too long to play one level!"

"Ben, I already said no and Grandpa said no too!" She frowned.

Kevin felt the young girl's arm slip free from his in order to bodily drag Ben away from the room. Even without the watch, Gwen was taller than Ben and she knew how to use her size to her advantage. The brunette, on the other hand, proved to be accustomed to wriggling out of her holds.

As Kevin watched the two wrestle he couldn't help but recognize the armored Sumo printed on the placard. "Hey is that the new Sumo Slammer game that won't be coming out until Christmas?"

The cousins stopped to turn to Kevin.

Ben brightened; glad to find a kindred spirit. "Yeah! They're doing a preview for special guests. _Invitation only_." He stated with air quotes while mimicking the expression of the guard who had denied him access.

Something clicked in Kevin's head and he fought back the sly grin that threatened to creep across his face.

"There you two are." A voice suddenly declared from behind Kevin.

Instinctively, the pale boy whipped around, ready to defend himself. But he relaxed his stance when he saw it was just an elderly man wearing one of the brightest Hawaiian shirts he had ever seen.

"Grandpa!" Gwen greeted happily.

"I see you two made a new friend." Max nodded at Kevin.

"This is Kevin." Ben introduced.

"And we were sorta hoping you wouldn't mind if he had dinner with us tonight." Gwen continued, giving her grandfather her best puppy dog eyes.

The cousins explained how Kevin gave them a tour of the city as well as saving Gwen from the thugs. The retired man thought treating Kevin to dinner was a good reward. With that settled Gwen decided it was time she got herself that spa treatment and excused herself.

"Be back in time for dinner." Max called after his granddaughter before she disappeared to the salon.

"I will." She cheerfully promised.

"Do you need to tell your parents that you won't be joining them for dinner, Kevin?" Max asked.

"I don't really know where my folks are." Kevin saw no reason to hide this fact, if any he knew playing the poor orphan angle only endeared him to the elderly.

"Oh, I'm sorry to hear that Kevin." Max apologized.

"Nah s'fine." He shrugged, accustomed to hearing the same things from adults. They never did anything about it.

"Well, it'll be a while before dinner so why don't you two go have some fun. I think I spotted an arcade a few blocks away."

The boys looked at each other before Ben vehemently stated they'd rather just look around the hotel.

--

Gwen returned to her room an hour later feeling relaxed. It was not quite the blissful nirvana she was expecting but at least she was in a good mood. Lying down on her bed, she stared up at the ceiling and let out a content sigh. She refused to let herself worry about whether or not Ben got himself and Kevin into any mischief, they were with Grandpa Max after all.

The lights flickered briefly and she sat up. Her brows knit together, emerald eyes suspiciously scanning her surroundings. Kevin wouldn't be using his powers here, would he?

She huffed with a shake of her head, of course he would. Kevin was like Ben, she had seen as much to know that. She only hoped they wouldn't have done anything to get them thrown out of the hotel.

A knock on the door and Gwen felt her stomach lurch. _A whole hour's worth of relaxation down the drain in less than five minutes. A new personal record. _She grumbled.

"Who is it?" She called out; hoping that it wouldn't be security telling her she and her family had to leave.

"It's Kevin."

Relieved, Gwen opened the door to the older boy. "What's up?"

"Your grandpa sent me to get you for dinner." He explained. "He and Ben are over at that place down the block."

"Is it a fancy restaurant?" She asked, wondering whether or not she should change.

"Well it ain't exactly high class."

"Let me guess, it's one of those lame diners and Ben picked the place?" She asked dryly, lips pursing. Typical of her cousin to pass up the chance to experience fine dining and settle for something so mundane.

"You're right about it being a diner, but it wasn't Ben's idea. It was mine." Kevin replied and was quite amused by the sight of Gwen's face turning beet red in embarrassment.

Wordlessly, she locked the door to her room before quickly zipping down the hallway. Leaving a snickering Kevin to chase after her.

"You know what your problem is, Gwen? You're too uptight." Kevin stated as they waited for the elevator to arrive.

"Am not." She frowned and fidgeted, still feeling embarrassed.

"Yeah you are. I mean, you take everything so seriously like it's the end of the world or something. Lighten up a little."

"I can't really help it. Since I got this watch bad guys just pop outta nowhere and it's up to me to stop them."

"Like that weirdo doctor with the mutant pets?"

"Yeah and hey, how'd you know about Animo?" She gawked.

Kevin grinned. "Ben told me about some of the stuff you guys have done."

"Ben was never good at keeping his mouth shut." Gwen's brows furrowed even more. "What else did he blab about?"

"Just the different aliens you can turn into and what they do." He offered.

"Did Ben tell you I figured their powers out by using him as a guinea pig?" The red head giggled, green eyes twinkling with the mischief she had been suppressing.

Kevin studied her intently, "Can I ask you something?"

"Aren't you already asking?" she teased.

"Har har, I mean, haven't you _ever_ done anything with that watch that didn't involve chores or saving the day?"

"Oh don't you start with me on that, Kevin." She groaned. "I've had this conversation with Ben like a bazillion times already. Doing stuff like that just isn't for me."

The audible _ding_ of the elevator provides Gwen a brief reprieve. Inside, Gwen leaned her arms atop the metal railing as she stared out the glass walls overlooking the city.

Kevin slid up to her, their elbows touching. "How can you say it's not for you when you've never tried it?"

"Who says I haven't? I just don't like facing the consequences of my actions." She frowns but doesn't move away.

He looks thoughtful for a moment before snickering. "And I thought you were _smart_."

"What's that supposed to mean?" Her eyes narrow in suspicion.

"Facing the consequences just means you got caught. If you were really smart, you'd have gotten away. I bet the real reason you don't do anything risky or fun for that matter" -he ignores the dirty glare she makes at him- "Is that you can't without someone finding out about it."

"I can _so_ get away with doing bad stuff, if I felt like it." She adds sourly.

"So prove it. Put your money where your mouth is."

Normally, Gwen would never have allowed herself to fall for such an obvious reverse psychology ploy. But in her defense, Gwen was never in the receiving end before.

Her lips press into a tight line before letting out a sigh of resignation, "Fine. What do you have in mind?"

"What say we shake on it first?" He offers his hand.

She should have seen by the sly way he smiled that whatever it was he had planned, it was going to be big trouble. But Gwendolyn Tennyson had these rare moments of pride and though she should have known better, she ignored her better judgment and accepted the proffered appendage.

"Alright, we've shook, now what do you have in mind?" Gwen demanded, arms folding across her chest.

Again the _ding_ and the doors opened to the ground floor. Kevin replied as he stepped out, "We're going to break into a warehouse tonight at around ten."

Gwen stared. And stared. And stared some more.

Kevin had to pull her out of the elevator before the doors closed in on her.

"Are you _crazy_? Breaking into a warehouse to do what?" She hissed as they went through the lobby.

"I got a tip that the new Sumo Slammer game is being kept in this warehouse."

Gwen didn't bother to hide the look of blatant disbelief on her face "You want me to steal a stupid videogame?"

"What? Not _bad_ enough for you? We could try to mug someone. I know a good spot near the Bronx that-"

"No. Fine. Swiping a stupid videogame it is." She cringed. "But no one better get hurt and we'd _better_ not get caught."

Kevin chuckled, "If I could promise that, it wouldn't be much of a risk, would it?"

Gwen couldn't come up with an answer that didn't make her sound like she was trying to worm her way out of things. "Point goes to you, Kevin. Ten it is. Where do we meet?"

"I'll make things easier on you, let's meet behind the hotel."


	4. Innocent

**Part Four: Innocent**

The diner Kevin had chosen turned out to have a Fifties theme, complete with skating servers and a jukebox playing records in the corner. Neon lights flashed pink, then yellow then blue intermittently along the walls and reflected against stainless steel stools and countertops. It was a charming eatery, in a tacky sort of way.

Gwen had to fight the urge to laugh out loud over how campy the décor was. She spied her cousin and grandfather waiting for them in a red, vinyl upholstered booth at the far end of the restaurant. Ben sat between the wall and his grandfather, the look on his face indicative that the pair just had a very serious conversation.

"Hope you two don't mind but we ordered ahead." Max explained as he motioned for a waitress to bring them some menus. "Ben here tells me you have special powers, Kevin?"

"Yup, I drain stuff of energy. Lights, cellphones, batteries things like that." He nodded as he slid into the empty seat with Gwen following after him.

"I see," Max nodded, "That must be an interesting ability you have."

"It's not as cool as Gwen's powers though." He grinned, eyeing the girl seated beside him.

"I wanted to talk to you about that, Kevin." The elderly Tennyson looked serious, "Given the special circumstances involving our family, it's important that we maintain a low profile."

"Don't worry. I'm real good at keeping secrets." Kevin promised, deciding to leave _"For a price"_ unsaid.

"Oh, I don't doubt that." Max continued before a kind smile graced his features, "But considering your own unique situation, how would you like to join us on the road?"

Three pairs of eyes stared at Max in shock.

Ben was the first to express his thoughts. "Whoa. Grandpa, you actually took my request seriously?"

Max nodded, "Sure did."

"But you hardly know me." Kevin wasn't sure if he heard correctly.

"I admit I don't trust you completely, Kevin, but I'm a firm believer in giving someone a chance."

"Besides, Gwen doesn't know how to properly kick butt. She could use all the help she can get." Ben added with a grin.

"Since all I have to rely on apart from Grandpa is Ben you can totally see why I'd need help." She countered, sticking her tongue out at the brunette.

Kevin felt strangely numb about the whole thing. One minute he was just another punk no one cared about and then the next he was being asked to be part of a family. It was all too surreal for the dark-haired boy.

He tried to remember what it had been like when he was still with his parents. Tried to think back to a happy image of what his life had been before it all came crashing down. But these memories were like a vase that been broken and glued together one too many times. The pieces refused to fit and what was formed was little more than a disfigured, twisted shadow of its former self.

Family, Acceptance, Love, these were concepts and notions far too alien for Kevin to understand let alone accept. He wanted them, but they always eluded him and slipped from his fingers like grains of sand. They were never really there, were they?

Lies, Deception, Betrayal, these things he knew all too well. He hated them, but they were familiar, they were real. They were all he had.

How could these nasty things festering inside Kevin let him say yes?

A slim, warm hand suddenly rested on his shoulder, slowly drawing him out from the reverie of madness. Through the wavering haze of his thoughts, he made out sun-kissed hair framing bright, emerald eyes. And for the briefest of moments Kevin saw within the depths of those eyes himself smiling. Not a smirk, not a sneer, but an honest to goodness _smile._

"Earth to Kevin, dude you in there?" Ben's voice interrupted.

And just like that, Kevin snapped back to reality. Eventually he would realize, but not for a long, long time, that what he saw was not a memory but a possibility.

"You don't have to decide right now, Kevin." Max assured him, "I'm sure this is a big decision for you to make so you have the rest of the evening to think things through. And since Ben told me where you sleep, feel free to bunk with us for the night. Gwen, honey, I'm going to have to move into your room so the boys can share."

"N-no problem, Grandpa." Gwen felt her face twitch. It wasn't that she minded giving up her room, but she was going to have to say goodbye to a good night's sleep. It was no secret her grandfather snored like a chainsaw.

"The rest of the evening, huh?" Kevin murmured.

Lies, Deceit and Betrayal loomed over the pale boy's shoulders, whispering to him that he was only setting himself up for more pain. That it was useless to fight the inevitable.

_Better take what you want while you can. Deadline's tomorrow, Kevin._ They chuckled.

Despite himself, Kevin found his eyes wandering towards the watch Gwen wore. He knew he had to push through with his initial plan. Adults were so fickle and they never really listened to kids. He needed a back up in case Max changed his mind and decided he didn't want Kevin to join them.

While Kevin would never admit it, he hoped for once that he was wrong.

--

"I am so stuffed." Ben sighed happily during the walk back to the hotel. His cousin caught up to him easily with his sluggish gait. Max had stayed at the diner to settle the bill and Kevin trailed after them.

"From the way you pigged out, it's no surprise." Gwen chuckled, "Hey Ben, I think that was really nice of you to ask Grandpa if Kevin could join us."

"I though you said he was total trouble." The brunette smirked.

"Okay maybe I made some hasty judgments, but I really hope Kevin says yes." She smiled.

"Me too, I'd have someone cool to talk to. I mean he likes Sumo Slammer _and_ he knows how to kick back and have fun. Not like y-"

"Me. Yes, I get it Ben. You think I'm super boring and super lame." She gave an exasperated groan. "And I think you're a super dweeb and super immature."

"Just calling it as I see it. Hey Kevin," Ben called over his shoulder, "I'm going to go see if they'll finally let me in that Sumo Slammer room. Third time's the charm, yeah?"

"You go on ahead, Tennyson." The older boy replied. "I'll catch up."

"See ya!" He waved before disappearing into the hotel.

Gwen just shook her head as she stood at the entrance, waiting for Kevin. "Have you thought about Grandpa's offer?"

The dark-haired boy just shrugged. "What's there to think about?"

"Does that mean you're going to say yes?" She brightened, trying to keep the eagerness in her voice from becoming too obvious. When he didn't immediately respond, Gwen felt her spirits sink.

Kevin stared at her, his face a careful mask. "I haven't really thought about it, it's just too weird y'know? Like it's something you only see on t.v. and never expect to happen to you?"

"We're not really the best to ask about what's weird or not." Gwen chuckled dryly as she glanced down at the Omnitrix. "But Grandpa said you had the whole night to think about it. So I'd totally understand if you wanted to uh, not do the whole warehouse thing."

"Are you chickening out?" He smirked.

"I just thought you could use your time better without distractions." She huffed, arms akimbo. The truth was she having second thoughts about the idea of breaking-and-entering, but she wasn't about to let him know that.

"I actually think better when I'm doing something and not just sitting around." The dark-haired boy grinned wolfishly. "You're not worming your way out of tonight. But at least we can just meet up at the elevator instead of behind the hotel."

"Well, if doing this..." she struggled to find an appropriate word, "This heist will help you make up your mind, then I'm all for it."

Kevin laughed, "First, it ain't a heist. We're just getting one, maybe two copies of the game, tops. Second you've really got to chill about the whole thing. And third-"

"Hi Grandpa!" Gwen waved.

Again the dark haired boy whipped around, earth-hued eyes wide in panic as his mind raced for an excuse to give Max. Only the elderly man wasn't there. In fact, the aforementioned Tennyson had just stepped out of the diner at the far end of the block.

"_Who_ needs to chill?" Gwen giggled, emerald eyes tapering into jovial slits. Without another word, she waltzed into the hotel.

--

Sneaking out of her room without being noticed proved difficult for Gwen. The elderly Tennyson, a sound sleeper most of the time, seemed to stir at the faintest sound made. It took all her concentration and focus to slip past the snoring man. Holding her breath, she opened the door and slowly, carefully closed it behind her as quietly as possible. It wasn't until she had rounded the corner of the carpeted corridor that she let out a relieved exhale.

Gwen found Kevin by the elevators, brooding. It didn't strike her as odd that he would seem preoccupied; this whole thing was _his_ plan after all. The red head managed to convince herself not to be suspicious of the dark-haired boy's intentions. It was easier to admit she was wrong about her way of thinking with Kevin than with Ben whom she shared something of a rivalry with. Maybe he was right, maybe she really did need to loosen up and not take things so seriously.

Or maybe Gwen had all the reasons in the world to be wary.

When she appeared, the corners of his lips curled into a smirk, "I was beginning to think you backed out."

"We shook on it, didn't we? Where to now?"

The warehouse in question was several blocks from the hotel, a rather long distance for the pair to run on their own. But with Gwen as XLR8 it was a breeze even with Kevin hitching a ride on her back.

"Okay, we're here." The Kineceleran's faceguard slid up, allowing Gwen to scan their surroundings better.

"It's this way." Kevin whispered just as the emblem flashed red and the young girl reverted back to normal.

They came up to the door, neither of them was surprised it was locked. Kevin just held his hand against the security panel and short circuited their way in. Neither of the two was aware of the silent alarm blinking on the nearby wall.

"Jackpot!" Kevin grinned as he lifted up the lid of a crate revealing the game cartridges. "Here, why don't you try playing it when we get back?"

Gwen let out a small yeep as she fumbled to catch the small box containing the electronic toy. "I'm starting to get a bad feeling about this."

The older boy's face darkened, "You're not gonna bail on me now, are you Gwen?"

"What? No! I just think we should-" She'd never get the chance to finish her sentence as a gas canister shot through the window.

"Run!" Kevin yelled, dropping the game to grab at Gwen's wrist. Their escape was blocked as the doors were kicked open and armed guards stormed in.

"This way!" Gwen declared, pulling Kevin behind a long stack of crates. Perhaps it was because Kevin's hand was directly touching the Omnitrix, or that the alien device somehow managed to sense the desperation in the young red-head. Whatever the reason, the faceplate shot back up, indicating it was ready for use.

"Use that speed alien to get us out of here!"

Gwen peered around the crates, carefully noting how more guards seemed to be storming in.

"I have a better idea." Her smirk was an almost perfect mimicry of Kevin's. She twisted the dial and slammed her palm down to activate the Omnitrix. Her form elongated, lower half stretching, fading until her legs were nothing more than a faint wispy tail. Her skin turned ashen, almost transparent and she let out a soft hiss when the transformation finished. She floated inches above the ground, solitary eye staring eerily at Kevin.

"Hold this." She instructed in a raspy voice and shoved the game cartridge into Kevin's hands. She turned invisible before sticking her head out the warehouse walls to analyze their situation. The next thing the older boy knew, Gwen pulled him into the ground.

The sensation of going intangible was not pleasant. It chilled Kevin to the bone, like he'd never feel warm again. But the moment they surfaced and the Ectonurite released her hold on him, he regained his senses.

A series of beeps later, Gwen was human once again.

"I told you I could get away with doing bad stuff if I wanted to." Her expression was one of triumph, which quickly became a look of fatigue, "Wow, never thought going alien four times in one day could be so tiring."

"You look pretty beat, we could crash at my place for a while. Until you get your strength back or the watch works again." Kevin offered, gesturing down a dark, unlit alley.

She seemed hesitant, but the sound of approaching police sirens made up Gwen's mind and the pair dashed into the shadows.


	5. Walk On

**Part Five: Walk On**

They arrived at the abandoned subway out of breath but adrenaline still pumping in their veins. Gwen was the first to rest, sitting herself down on the old, queen-sized mattress splayed out on the ground.

"Well? Whaddya think?" Kevin grinned as he leaned against a cement column.

"I gotta admit that was some rush." She chuckled.

"I knew you'd like doing stuff like that. And you were really good with that escape plan, no one saw us at all! Just think if we actually planned things out the next time, who knows what we can get?"

Gwen stiffened at his words, "I don't think there's going to be a next time."

He narrowed his eyes, "Why not?"

"I only did this to prove to you that I don't do stuff like this because I don't like it. And not because I can't." She drew her knees to her chest, trying to make herself look as small as she felt.

Kevin set the stolen cartridge on a box that doubled as a table. He sat down beside Gwen and let out a disappointed sigh. Gwen thought he was disappointed in her and she felt he had good reason to feel that way. He seemed so eager to get her to loosen up, to have fun with the device, even if it was through questionable means. It's the thought that counts, right?

"And because, well, because you said it would help you decide about Grandpa's offer." She murmured.

Seconds of silence lapsed into minutes.

"Are you mad?" Gwen asked meekly, peeking at the boy from the corner of her eyes.

He stared at her, brows furrowed, lips pressed into a grim line.

The warehouse was Kevin merely testing the waters with the red head. He wanted to see how far Gwen was willing to go and what it would take to convince her to misuse the watch. He had tricked her, manipulated her, _used_ her. It shouldn't have bothered him in the least.

All those people he had double-crossed before, he felt they deserved it. They had agreed to work with him, to do him favors because they would get something out of it.

Not Gwen. She had to have risked getting into trouble with her family and the law for _his_ sake.

So yes, he was mad. He was angry and furious and all too many shades of pissed off.

But not at her. No, this loathing and disgust was for him. "I'm not."

It was obvious in the sadness reflecting in her eyes that she didn't believe him. She pretended to anyway, because she thought it would make him feel better. "That's good."

"So, you're really going to just use that thing for fighting aliens and psychos?"

Gwen canted her head thoughtfully, "Well, I could use it to overclock my laptop and that videogame console of Ben's so you two won't have to worry about it overheating all the time."

Kevin blinked.

"That is if you decide to come with us. Because if not, I totally don't plan on doing Ben any favors." She explained, her cheeks taking on a pink tinge.

"I don't really know. I mean, I've gotten used to living on my own. It ain't anything fancy but I do have a roof over my head. Sorta. And I know what to do and how to get by." He scratched the back of his head. "What do you think I should do?"

Gwen blinked in surprise, was he seriously asking for her opinion? "Personally I think you should say yes. But..." she trailed off, the faint pink of her face deepening into scarlet, "But it's _your_ life so it's _your_ choice."

She noticed he was studying her intently. "What?"

"You are way too nice to be real. I keep thinking I'm on one of those practical joke shows and any minute now someone's going to tell me it's all a gag. That no one could really like a freak like me."

She punched him on the shoulder.

"What was that?" he rubbed the spot she hit him.

"Just something to keep the audience at home entertained." She teased. "This is negative reinforcement. Ben and I already told you we don't think you're a freak. Every time you make a self-pitying comment, I hit you. I won't have to hit you too often, will I?"

He shrugged, "I wouldn't worry too much, you hit like a girl."

She shot him a dirty glare, he laughed.

With the surge of adrenaline finally dying down, Gwen let out a wide yawn.

"Someone sure needs their beauty sleep." Kevin teased.

"I just need to rest my eyes a bit." She stifled another yawn as she laid down on the mattress.

"Go on, catch a few Z's." he offered.

"Goodnight." She murmured.

Kevin didn't bother to answer as he stretched out on the mattress, his arms acting like a makeshift pillow. Gwen had fallen asleep the moment her eyes closed, no such luck for Kevin. There were too many thoughts running in his mind.

If he said yes, he'd have the chance to live a relatively normal life. He wouldn't be thought of as a freak or an outcast. He'd have friends, _real_ friends. Sure he'd have to answer to someone else, but he could easily feign sincerity.

But how long would that last? How long before they decided he wasn't worth the trouble and drop him?

Kevin felt something press against him, something warm and soft. Looking down, he realized it was just Gwen who seemed to be seeking refuge from the cold. He wondered if she knew what he had done, would she still treat him the same way? Would she still trust him?

He draped an arm around her, drawing her close to him. He listened intently to the steady rhythm of her breathing, unknowingly taking comfort that she was real and not just a dream. Her hand rested against his chest, lightly touching the lock he wore around his neck.

He brushed her hand with his fingers before idly toying with the watch. Make no mistake, he still wanted the Omnitrix. But he was beginning to prefer if Gwen came along with it. As he fiddled with the dial, Kevin felt a spark shoot out from the device, followed by an unbelievable jolt of energy.

He pulled his hand away and stared at his limb. It was alight with fire but he felt no pain, no searing agony, just a strange, comfortable heat. His face, his torso, they too were covered in the strange pattern while the rest of him was still human.

Gwen, exhausted by the day's events, barely stirred.

Earth-hued eyes trailed from his flaming hand to the watch and back to his body.

_Well, this changes everything._ Lies, Deceit and Betrayal whispered in glee. _Say yes, Kevin. Say yes!_

And the dark-haired boy knew he would. For all the wrong reasons.

--

Ben was roused from his sleep by a concerned Max. "Grandpa, it's five in the morning."

"You wouldn't know where Kevin is, would you?" the elderly Tennyson asked.

Ben yawned and gestured to the bed beside his own before drawing the covers over his head.

"He's not there." Max sternly stated.

Green eyes widened in surprise as the brunette turned to see that the sheets didn't even looked slept in. "Oh man, don't tell me he bailed on us. Maybe he just went out for some air? He said he hadn't made up his mind yet."

The bigger concern Max had was "Gwen's missing too."

Ben didn't seem all that bothered, "She's probably trying to talk him into joining us. I'd be more worried about her scaring him off." He shrugged; lids drooping after the initial shock had worn off.

"I guess you're right. Gwen's a smart kid though I'd have appreciated it if she left a note. Anyway, Ben since you're already up, care to join me for some breakfast?"

Ben stared at his grandfather before burrowing under the covers.

Max just chuckled as he left.

As the young boy turned in his sleep, he accidentally knocked the remote off the bed, switching the television set on. The brunette was far too lazy and too sleepy to reach for the remote on the floor, let alone actually get up to turn the set off. The sounds of a news bulletin filled the room.

"-fire under the 39th street bridge causing serious injury to three members of a small time gang just a few hours ago."

Something about the address seemed familiar to Ben, but it was too early in the morning for his brain to properly process information.

"According to the survivors, the perpetrator was... on... fire?" The news anchorman sounded confused, whispering off-camera "Literally?"

Ben, on the other hand understood what that meant. He thought back to the conversation he had with Kevin yesterday. The older boy had admitted why the gang was really after him and Ben thought it was pretty cool at the time that Kevin trusted him enough to confide in him.

"No way." He frowned. Throwing the covers off, Ben raced to get dressed. He hoped he remembered the way to that abandoned subway terminal.

--

Kevin decided that if he was going on the road with the Tennysons, he had to finish up some loose ends. Namely giving that gang of thugs a farewell present for all the "fun" times they've had. He had left Gwen at the terminal, no sense in waking her up for something she would have tried to stop him from doing.

It was simple enough to catch the gang off-guard. The dark-haired boy wanted to cause a lot more damage but the energy that had turned him into the hybrid of human and heat burned out. No pun intended.

Whatever mayhem he had caused would have to do as he ran to avoid being seen. He had the rest of the summer to tinker with the timing and figure out how else he could exploit the watch's alien forms. Having Ben, Gwen and their grandfather smooth things out for him would make it so much easier.

He honestly believed his luck was finally changing. And then he got back home and found both cousins waiting for him.

"Where were you?" Gwen asked; arms folded across her chest in suspicion.

"More importantly what were you doing?" Ben added.

"What's with the third degree all of a sudden? I was just out on a walk to do some thinking." Kevin lied.

"Really? Then explain how this guy who was on fire somehow managed to trash and maim some group of thugs." Ben demanded.

"How should I know? New York City's got a lot of crazies running around. Besides, who's to say those guys over at 39th street didn't deserve whatever they got?" the dark-haired boy reasoned.

Gwen's brows knitted together, "Ben never said where the attack took place. How did you know unless..."

"Fine! It was me." Kevin spat, "But these were the guys from yesterday. They would have done something to someone else so I just made sure they were out of commission."

"But how'd you get Heatblast's powers?" Ben pressed. Of the two cousins it was obvious Ben was the angrier party. The brunette felt stupid to have thought Kevin hung around with him because he wanted to. Now that he thought about it, the older boy had asked so many questions about the Omnitrix and Gwen. And like the dweeb that the red-head often accused he was, Ben told Kevin _everything_.

"I just touched the watch and then the next thing I knew I was on fire." He shrugged as if it was the most natural thing in the world. "And I was never really good at tying up loose ends so I figured I'd burn them instead."

There was the sharp sound of flesh hitting flesh and Kevin stepped back, nursing his cheek. Two pairs of eyes stared in shock at the red-haired girl who had just slapped the pale boy.

"Listen to yourself. You hurt people, you use people, and you're not sorry for any of it. Are you?" Gwen's voice was a medley of hurt, disappointment and disgust. She couldn't believe how easily she had been taken in. She was smarter than this, wasn't she?

Apparently not. Gwen started to leave but was stopped as Kevin grabbed her roughly by the arm.

"Hey gimme a chance to explain." He demanded.

"What's there to explain? That the whole wanting me to loosen up was just an act so you could get your hands on the watch?" Gwen hissed while trying to wrench herself free.

Kevin held fast somehow knowing if he let go it would all be over. "I didn't even know I could do that until last night! You have to believe me!"

"Get your hands off my cousin!" Ben growled as he tackled the older boy.

"You do _not _want to make me mad, Tennyson." Kevin snarled back, fist crackling with electricity.

A blinding flash of green and the two boys were suddenly pried apart by a Tetramand. "_Enough_!"

"Good thinking Gwen." Ben was too angry to care that he was showing approval for his cousin, "Use Fourarms and teach Kevin a lesson!"

"Tempting as it is to take out my anger on Kevin, I'm not going to do that." Gwen had simply come to the conclusion that it would do little good. What would that accomplish? Absolutely nothing. Sure she'd feel a sense of justice for paying him back, but that would only be a fleeting victory. Besides, it was her own fault for thinking someone would actually like her for her and not just because she had the Omnitrix.

"But he totally tricked us to get to the watch!" Ben reasoned.

"Which he wouldn't know enough about if _you_ hadn't told him everything." Gwen snapped. "So you're just as much to blame as he is."

Kevin realized Gwen was right.

It was all Ben's fault things turned out the way they did. If Ben hadn't butt in, Kevin might have been able to convince Gwen that she could still trust him. If Ben hadn't know where the gang hung out, he wouldn't have figured out Kevin had anything to do with the attack. Hell, if Ben hadn't shown up at all, Gwen would never have known about the incident in the first place.

Yes, Kevin was sure of it. This whole mess is all _Ben's_ fault. He clutched at Gwen's arm and found he could absorb the energy the Omnitrix was emitting. His form began to change and grow, his skin crimsoning, an extra pair of limbs sprouting.

"No way." Ben uttered in amazement.

Gwen turned to face Kevin and found herself being roughly shoved away. She crashed into a wall, momentarily stunned.

"I'll teach you to mess things up, you little runt!" Kevin's distorted voice snarled at Ben.

"You would be _so_ cool if you weren't _such_ a jerk." Ben remarked as he dodged a heavy-fisted punch. Ben had seen Gwen fight enough times as Fourarms to know that this form was slow and not very agile. Strange how the only times the brunette could keep his wits about him was in a fight.

"I may be a jerk but at least I can squash you li-" Kevin was unable to finish his sentence as Gwen rammed her shoulder against him. He slammed against the wall on the far end of the room.

"Already forgot that when you make a self-pity comment, I hit you?" She frowned. "Ben, get out of here."

"I am not leaving you to deal with the freak by yourself." He stubbornly replied.

"Don't _call_ him that!" She stamped, leaving a deep impression on the ground. Angry as she was, she understood how the older boy could display such sociopathic tendencies. The last thing either of them needed was Ben riling up Kevin anymore than he already was.

Kevin growled as he raised all his arms into the air before swiftly bringing them down. The impact caused a shockwave to reverberate through the abandoned terminal, knocking Ben to his feet and ending a good distance away.

Gwen, with her larger form, managed to keep her footing. "Ben!" she cried out. Her concern for her cousin distracted her, allowing Kevin to grab her and hurl her aside.

"You should have listened to your cousin, Ben." He chuckled, running towards the smaller boy, a hammer blow at the ready.

The brunette got to his feet just as Kevin created a crater where Ben had just been milliseconds earlier. He lashed out and managed to grab the smaller boy by the ankle. With a manic grin, Kevin threw him at a nearby stack of empty crates.

"Kevin that's enough!" Gwen declared catching the older boy in a submission hold. Hopefully she was doing it correctly, the additional limbs both parties had made it tricky. "I don't want to fight you but I'm not going to let you tear my cousin apart."

It was a mistake on Gwen's part that Kevin could touch her. He simply started to absorb more energy. She cried out, eyes widening as the emblem began to flash red. In the blink of an eye, the Omnitrix timed out, leaving Gwen hanging from Kevin's neck. The older (and considerably much larger) boy pulled the red-head off him and held her eye-level.

"You should have pounded on me when you had the chance." He stated gruffly.

She stared back at him, defiant and frustrated and furious. But also scared, and worried and hurt. Mostly hurt. "What now? Gonna finish me and my cousin off?" she demanded with as much bravado as she could muster.

"I could do that, but you know what? I kinda like having you around. Maybe after I get the watch, I'll waste just your cousin and keep you." He grinned, grabbing a firm hold of the Omnitrix's faceplate before starting to pull.

It felt like someone was trying to cut her arm off with a dull, rusty spoon, and Gwen let out a pained shriek.

Kevin found himself pausing at the sound, seemingly unable to continue if it meant hurting her.

"Let. Her. Go!" Ben yelled as he leapt into the air, brandishing a metal pipe. He swung hard and the pipe struck Kevin squarely in the jaw. The force caused the dark-haired boy to resume pulling.

The alien device, possibly offended by such an unrefined attempt at separating it from its host, released an abnormally powerful wave of energy. The blow knocked all three youths apart with Kevin's hulking mass crashing through several support beams before reverting to his human self.

The cousins landed against the stairs leading to the exit.

With the support beams broken and the existing state of disrepair, the subway terminal threatened to collapse in on itself. The Tennysons got to their feet, both cousins dashing towards the older boy's location.

Indeed Kevin had been trying to kill them, well _one_ of them at least, but neither Tennyson wanted blood on their hands. They had to save him, even if only one of them thought he deserved it.

A large chunk of the ceiling shook loose and headed directly for Gwen. A weak bolt of electricity shot out, hitting the young girl just hard enough to knock her out of harm's way without hurting her too much. With all the debris falling, Ben couldn't be faulted for mistaking this as an attack. He grabbed his cousin and ran for the exit.

"Ben we have to save Kevin!" Gwen yelled, glaring at the crimson faceplate, "Stupid watch, why won't you power up?"

She glanced over her shoulder and hoped that it was Kevin's silhouette she saw running into one of the tunnels. The cousins got out just as the stairwell crumbled.

Gwen couldn't bring herself to move from where she stood. Her hands clenched into a fist as she whispered, "This is all my fault. I should never have let him talk me into going to that warehouse."

Ben frowned, "It's not your fault. He brought it on himself. Besides, I'm sure Kevin's tougher than we think. He'll be fine."

Gwen didn't seem convinced.

"Let's get out of here." Ben suggested. "We'll just tell Grandpa Kevin decided to stay in New York."

"Sure, whatever." She sighed.

It was going to take a long time before Gwen forgave herself.

Meanwhile in one of the tunnels, Kevin was doing his best to catch his breath. In the darkness, his hands balled into fists. He had the watch. He had Gwen. He had everything he needed and wanted.

And then Ben ruined everything. He felt the alien heat course through his body and an arm ignited. He snarled an inhuman snarl.

It was going to take a long time before Kevin forgave Ben.

If at all.

--

**Author's Note:**

To the people who like Ben, please don't kill me ;A; Also, I am not certain if I will ever write a sequel to my "What If" fics. I might but no guarantees.


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